BOWLES FLUIDICS CORP
10-Q, 1996-09-10
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For Quarter Ended July 27, 1996 Commission File Number 2-37706

                          Bowles Fluidics Corporation
             (exact name of registrant as specified in its charter)

              MARYLAND                                    52-0741762
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

  6625 Dobbin Road, Columbia, Maryland                       21045
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code (410) 381-0400

Indicate  by check mark  whether the  registrant  has filed all annual,
quarterly  and other reports  required to be filed with the  Commission within
the past 90 days and in  addition  has  filed  the most  recent annual report
required to be filed.

                     Yes   X                            No

Indicate the number of shares  outstanding of each issuer's  classes of common
stock, as of January 27, 1996.

          Class                          Outstanding at July 27, 1996
    Common Stock, $.10                         12,610,011 shares


<PAGE>

INDEX

   BOWLES FLUIDICS CORPORATION
   FOR THE NINE MONTHS ENDED JULY 27, 1996


                                                               Page
   PART I.  Financial Information                             Number

      Item 1.  Financial Statements

              Consolidated Statements of Income
                For the three and nine months ended
                July 27, 1996 and July 29, 1995  .............   3

              Consolidated Balance Sheets
                July 27, 1996 and October 28, 1995  ..........   4

              Consolidated Statements of Cash Flows
                For the nine months ended
                July 27, 1996 and July 29, 1995  .............   5

              Notes to Consolidated Financial Statements  ....   6

      Item 2.  Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations  ..............................   7

   PART II.  Other Information

      Item 6.  Exhibits and Reports on Form 8-K  .............  10
                        Exhibit 11  ..........................  11
                        Exhibit 20  ..........................  13
                        Form 8-K  ............................  15

                                       2

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                  For the three months ended               For the nine months ended
                                                   July 27,          July 29,              July 27,          July 29,
                                                     1996             1995                   1996              1995
                                                 -----------       -----------           -------------    --------------
<S> <C>
Net Sales                                         $4,101,894        $3,757,758           $13,339,251        $12,370,195

Cost of Sales                                      2,905,128         2,548,980             8,839,888          7,998,362
                                                 -----------       -----------           -----------        -----------

Gross profit                                       1,196,766         1,208,778             4,499,363          4,371,833

     Selling, general and
         administrative expenses                     987,879           576,291             2,819,659          1,854,611
      Research and development costs                 275,838           156,859               854,844            462,071
                                                 -----------       -----------           -----------        -----------

Operating Income/(Loss)                              (66,951)          475,628               824,860          2,055,151

     Interest expense                                      -            (7,012)               (6,018)           (32,235)

     Other income, net                                13,029            25,063                50,877             70,842
                                                 -----------      ------------           -----------        -----------

Income/(Loss) before taxes                           (53,922)          493,679               869,719          2,093,758


     Provision for income taxes                      (35,148)          182,371               297,688            782,120
                                                 -----------      ------------           -----------        -----------

Net Income/(Loss)                                    (18,774)          311,308               572,031          1,311,638

     Preferred stock
       dividends accrued                              18,662            18,662                55,986             55,986
                                                 -----------      ------------           -----------        -----------


Income/(Loss) applicable to
     common shareholders                          $  (37,436)       $  292,646           $   516,045        $ 1,255,652
                                                 ===========       ===========           ===========        ===========

Primary earnings per share                        $      .00        $      .02           $       .04        $       .10
                                                 ===========       ===========           ===========        ===========

Fully diluted earnings per share                  $      .00        $      .02           $       .03        $       .08
                                                 ===========       ===========           ===========        ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED BALANCE SHEETS
                                              (Unaudited)         (Audited)
                                                July 27,         October 28,
                                                  1996               1995
                                             -------------      --------------
Assets
Current
    Cash and cash equivalents                  $1,307,280          $  676,981
    Investments available for sale                767,951             679,513
    Accounts receivable                         2,102,342           2,761,394
    Inventories                                 1,664,664           1,899,346
    Other current assets                          455,455             306,974
                                             -------------       -------------
        Total current assets                    6,297,692           6,324,208
                                             -------------       -------------
Property and equipment, net                     3,180,976           2,821,804
Other assets                                      353,546             146,434
                                             -------------       -------------
Total assets                                   $9,832,214          $9,292,446
                                             =============       =============
Liabilities and Stockholders' Equity
Current
    Accounts payable - trade                   $  596,443          $  995,421
    Accrued expenses and other liabilities        988,366             852,121
    Income taxes payable                                -             111,441
    Current portion of long-term debt                   -              68,857
                                             -------------       -------------
        Total current liabilities               1,584,809           2,027,840
Long-term debt                                          -             202,811
Other liabilities                                 952,467             282,904
Deferred income taxes                             149,000             149,000
                                             -------------       -------------
Total liabilities                               2,686,276           2,662,555
                                             -------------       -------------

Commitments and Contingencies
Stockholders' Equity
    8% Convertible preferred stock                933,080             933,080
    Common stock                                1,261,001           1,261,001
    Additional paid-in capital                  2,726,583           2,726,583
    Retained earnings
        ($2,407,467 deficit eliminated
         at 10/29/94) Note 5                    2,225,274           1,709,227
                                             -------------        ------------
Total stockholders' equity                      7,145,938           6,629,891
                                             -------------        ------------
Total liabilities and stockholders' equity     $9,832,214          $9,292,446
                                             =============        ============

The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                 For the nine months ended
                                                  July 27,         July 29,
                                                    1996             1995
                                                 -----------      ----------
Net Income                                       $  572,031       $1,311,638
Adjustments to reconcile net income
  provided by operating activities:
     Depreciation and amortization                  548,731          495,049
     Deferred income taxes                         (294,600)               -
     (Gain)/Loss on disposal of assets               15,460           (2,715)
     Accretion of interest on investments           (10,832)         (11,438)
                                                 ----------       ----------

                                                    830,790        1,792,534
                                                 ----------       ----------

  Change in operating accounts:
    Accounts receivable                             659,052          166,306
    Inventories                                     234,682          (57,126)
    Other assets                                    (60,993)         (60,276)
    Accounts payable                               (398,978)        (367,896)
    Accrued expenses                                136,245          (22,587)
    Income taxes payable                           (111,441)        (449,997)
    Other liabilities                               662,959           41,644
                                                 ----------       ----------
         Change in operating accounts             1,121,526         (749,932)
                                                 ----------       ----------
  Cash provided by operating activities           1,952,316        1,042,602
                                                 ----------       ----------

  Investing activities:
    Capital expenditures                           (898,095)        (566,219)
    Patents & Trademarks                                  -          (24,583)
    Proceeds from sale of equipment                       -           31,025
    Purchase of investments                        (566,664)        (759,494)
    Proceeds from sale of investments               489,058          484,807
                                                 ----------       ----------
       Net cash used in investing activities       (975,701)        (834,464)
                                                 ----------       ----------

  Financing activities:
     Principal payment of debt                     (271,668)        (508,687)
     Preferred stock dividend                       (74,648)         (74,646)
                                                 ----------       ----------
        Net cash used in financing activities      (346,316)        (583,333)
                                                 ----------       ----------

  Increase(decrease) in cash and cash
   equivalents                                      630,299         (375,195)

Cash and cash equivalents - beginning of period     676,981        1,557,230
                                                 ----------       ----------
Cash and cash equivalents - end of period        $1,307,280       $1,182,035
                                                 ==========       ==========

The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - General
   In  the  opinion  of  the  Company,  the  accompanying   unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly the financial  position as of July 27,
1996,  the results of operations  and cash flows for three and nine months ended
July 27, 1996 and July 29, 1995.

   While the Company  believes  that the  disclosures  presented are adequate to
make the  information  not  misleading,  it is  suggested  that these  financial
statements be read in  conjunction  with the financial  statements and the notes
included in the Company's latest annual report on Form 10-K.

NOTE 2 - Inventories
Inventories are comprised of:


                                       July 27,        October 28,
                                         1996             1995

       Raw Material                   $  570,806       $  703,864
       Work and tooling in process       187,899          416,090
       Finished Goods                    905,959          779,392
                                      ----------      -----------
             Total                    $1,664,664       $1,899,346
                                      ==========      ===========

NOTE 3 - Property and Equipment, net

     Property and Equipment, net, is comprised of:

                                                   July 27,        October 28,
                                                     1996             1995

     Production machinery and equipment          $ 4,240,055      $ 4,047,602
     Office furniture and equipment                1,899,545        1,580,026
     Laboratory and machine shop equipment         1,366,182        1,159,087
     Leasehold improvements                          633,052          539,274
                                                  ----------       ----------
              Total property and equipment         8,138,834        7,325,989
     Less accumulated depreciation                (4,957,858)      (4,504,185)
                                                  ----------       ----------
              Property and equipment, net        $ 3,180,976      $ 2,821,804
                                                  ==========       ==========

NOTE 4 - Debt
     The Board of Directors authorized  management to pay all of the outstanding
debt with Mercantile-Safe Deposit & Trust Company as of February 1, 1996.

NOTE 5 - Quasi reorganization
     Effective   October  29,   1994,   the  Board  of   Directors   approved  a
quasi-reorganization  which had the impact of eliminating the retained  earnings
deficit as an adjustment to the additional paid-in capital.

NOTE 6 - Termination of sales agreement
     In the third quarter ended July 27, 1996, the Company accrued an additional
selling  expense  of  $207,400,  net of income  taxes,  related  to the  planned
termination   of  the   sales   agreement   with   one  of  its   manufacturers'
representatives.  For the nine months ended July 27, 1996,  the company  accrued
$465,400,  net of  income  taxes,  for  the  planned  termination  of the  sales
agreement with its  manufacturers' representatives. The payments are expected to
commence in May 1997.

                                       6

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


The  following  discussion  should  be read in  conjunction  with  the  attached
financial statements and notes thereto, and with the Company's audited financial
statements and notes thereto for the fiscal year ended October 28, 1995.

RESULTS OF OPERATIONS

Third Quarter FY 1996 Compared with Third Quarter FY 1995

The Company  achieved  record sales for a third quarter in this period of fiscal
year 1996.  Net  income,  however,  declined  to a small loss in the same period
versus last year's third quarter as a result of an additional  charge related to
the  planned  termination  of the  Company's  sales  agreement  with  one of its
manufacturer's  representatives  and increases in expenses incurred for research
and development.

Net sales in the third  quarter  of FY 1996 rose to  $4,101,894,  9% above  last
year's third quarter  sales of  $3,757,758.  The net loss was $18,774,  $330,082
lower than last year's third quarter net income of $311,308.

Product  sales of light  vehicle  windshield  washer  and  defroster  nozzles of
$4,012,500  increased 11% over last year's third  quarter  sales of  $3,609,704,
principally  due to a larger  volume of  shipments of newly  designed  products.
Sales of  prototype  and  production  tooling  of  $89,394  for  future  product
manufacturing  decreased 40% from last year's third quarter,  reflecting a lower
rate of culmination of new windshield washer and defroster nozzle programs.

Gross profit in this year's third quarter was  $1,196,766,  1% below last year's
third quarter of  $1,208,778.  Higher  product  sales added to this profit,  but
lower  margins on newly  designed  products  and higher  manufacturing  expenses
offset this gain.  While having little net impact on gross  profit,  engineering
resources were redirected in the FY 1996 third quarter more towards applications
engineering,  i.e.,  the  customization  of new products,  with less emphasis on
tooling and product qualification activities. One significant new product is the
air conditioning  outlets for an automotive  customer,  for which prototypes are
scheduled for delivery in the fall.

Selling,  general and administrative expenses were 71% higher principally due to
an increase in sales  commissions.  The sales commissions  include an additional
charge of $340,000  related to the planned  termination  of the Company's  sales
agreement  with  one of  its  manufacturer's  representatives.  The  Company  is
reorganizing   its  sales  force  using   employees   rather  than   independent
representatives.

Research and  development  costs rose 76% as greater efforts were applied to the
development of new products for both automotive and nonautomotive applications.

Operating  income was a loss of  $66,951 in this  year's  third  quarter  versus
income of $475,628 in the prior year's third quarter.

Provision for income taxes, both federal and state, was determined based upon an
estimate of the total year's  pretax  income.  The  effective tax rates for both
quarters were approximately the same.

                                       7

<PAGE>

Nine Months Ended July 27, 1996, Compared with Nine Months Ended July 29, 1995

For the first nine  months of the 1996 fiscal  year ended July 27,  1996,  sales
rose but net income decreased primarily because of additional charges related to
the  termination  of  the  Company's  sales  agreement,  product  profit  margin
declines, and increases in research and development expenses.

Net sales gained 8% to $13,339,251  for the first nine months of the 1996 fiscal
year compared with  $12,370,195 in the comparable  period in 1995. Net income of
$572,031 was 56% or $739,607  below the results of the prior fiscal year's first
nine months.

Product  sales of light  vehicle  windshield  washer  and  defroster  nozzles of
$12,824,542  rose 11% in the first nine months of fiscal year 1996 compared with
the same period in the prior fiscal year, principally due to increased shipments
of newly  designed  products.  Sales of  prototype  and  production  tooling  of
$514,709 in FY 1996 for future product  manufacturing  declined 40% versus sales
of  $856,874  for the first nine  months of the 1995  fiscal  year.  The decline
reflects the lower rate of culmination  of new  windshield  washer and defroster
nozzle programs.

Gross  profit in the first  nine  months of the 1996  fiscal  year  gained 3% to
$4,499,363  from $4,371,833 in the similar 1995 period as a result of the larger
product sales volume.  However,  lower margins on new products  reduced  overall
product profit  margins.  During the first nine months of this fiscal year, with
little impact on gross profit,  engineering  resources were  redirected  towards
more  applications  engineering,  i.e., the  customization of new auto products,
from tooling and product qualification  activities.  One significant new product
is the air conditioning outlets for an automotive customer, for which prototypes
are scheduled for delivery in the fall.

Selling,  general and administrative  expenses were 52% higher in the first nine
months of fiscal year 1996  compared  with the similar  1995 period  principally
because  of  increases  in sales  commissions.  The  sales  commissions  include
additional  accruals  of  $760,000  related to the  planned  termination  of the
Company's sales agreement with its manufacturer's  representatives.  The Company
is  reorganizing  its  sales  force  using  employees  rather  than  independent
representatives.

Research  and  development  costs rose 85%  versus  the same  period in the last
fiscal year as greater  efforts were applied to the  development of new products
for both automotive and nonautomotive applications.

Operating  income  decreased  60% or $1,230,291 to $824,860 in this year's first
nine months versus $2,055,151 in last year's comparable period.

Provision for income taxes, both federal and state, was determined based upon an
estimate of the total year's  pretax  income.  The  effective tax rates for both
years' nine months were essentially the same.

FINANCIAL CONDITION

The  Company's  position in cash,  cash  equivalents,  and  current  investments
available for sale on July 27, 1996, reached $2,075,231, an increase of $718,737
over the previous  fiscal year end on October 28, 1995.  The working  capital on
the same date  increased  $416,515  from the last fiscal  year end.  The current
ratio rose from 3.1 to 4.0 during the first  nine  months.  Accounts  receivable
declined as a result of the timing of receipts from a major  customer as well as
lower sales  during the two months prior to July 27,  1996,  versus  October 28,
1995.  Inventories  also declined  because of lower tooling orders in process in
July versus the previous fiscal year end. Current liabilities decreased with the
paydown of accounts payable.

                                       8

<PAGE>

Cash  provided by  operating  activities  was  $1,952,316  during the first nine
months of the 1996 fiscal year compared with  $1,042,602 in last year's  similar
period.  This year's cash flow from net income was lower, but the investments in
accounts  receivable  and  inventories  were  reduced  more than in last  year's
comparable period and the additional  accrued sales commissions were not paid as
yet.

Capital  expenditures  were  $898,095 in this fiscal  year's  first nine months,
$331,876 greater than last year as more funds were spent on computer  facilities
and production equipment.

Cash used for financing activities was lower than last year as the early payment
of all  outstanding  bank debt this  year was less  than the  early  payment  of
certain notes last year.

The  quasi-reorganization  that  was  carried  out  at  October  29,  1994,  was
implemented in order to eliminate the deficit in retained earnings.  The deficit
had occurred due to the  settlement of a lawsuit in 1991 related to prior years'
activities and operating losses related to discontinued  products prior to 1980.
With new products and profitable  operations,  management desired to reflect the
current  financial  strength of the  Company.  The only impact on the  financial
statements  was to record the  elimination of the retained  earnings  deficit to
date  and the  corresponding  reduction  in  additional  paid-in  capital.  Upon
evaluation, the Company's assets and liabilities did not require readjustments.

North American light vehicle production  (excluding Mexican output) by the three
major U.S.  automotive  companies,  which generates most of the Company's sales,
decreased  14% in the first  calendar  quarter of 1996 versus the same period in
1995 and increased 6% in the second  quarter.  Production for the third calendar
quarter of 1996 is forecasted by Ward's  Automotive  Reports to increase 9% over
last year's third quarter.

The  Company's  management  believes  that the present  and  planned  production
capacity  should be satisfactory  to meet the  anticipated  demands  referred to
above, additional market penetration, and new product deliveries. Cash flow from
operations  and  available  cash are  expected to provide  the funds  needed for
future  product   development,   capital   expenditures,   and  working  capital
requirements. The Company currently has no debt.

                                       9

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

FOR THE NINE MONTHS ENDED JULY 27, 1996

Item  6. Exhibits and Reports on Form 8-K

            Exhibits                  Description

   (a)      Exhibit 11                Computation of Earnings
                                         Per Common Share
            Exhibit 20                Report furnished to Security Holders

   (b)      Reports on Form 8-K

                                       10



BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE


  A. PRIMARY EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES

<TABLE>
<CAPTION>
                                                        For the three months ended         For the nine months ended
                                                        July 27,           July 29,         July 27,         July 29,
                                                          1996               1995             1996             1995
                                                     --------------    --------------   ---------------   ---------------
<S> <C>
Calculation of Net Income

         Net income/(loss) per books                  $   (18,774)     $   311,308         $   572,031      $ 1,311,638

         Less:  Dividends on convertible
                     preferred stock                       18,662           18,662              55,986           55,986
                                                       ----------       ----------          ----------       ----------

              Net income/(loss) as adjusted           $   (37,436)     $   292,646         $   516,045      $ 1,255,652
                                                       ==========       ==========          ==========       ==========

Calculation of Outstanding Shares

         Weighted average of common
           shares outstanding                          12,610,011       12,590,011          12,610,011       12,590,011

         Add:  Assumed exercise of stock
                    options                                78,457          124,856              91,233          108,836
                                                       ----------       ----------          ----------       ----------

         Number of common shares
           outstanding adjusted                        12,688,468       12,714,867          12,701,244       12,698,847
                                                       ==========       ==========          ==========       ==========


Primary earnings per common share                     $       .00      $       .02         $       .04      $       .10
                                                       ==========       ==========          ==========       ==========
</TABLE>

                                       11

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE (continued)

  B.   FULLY DILUTED EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                        For the three months ended         For the nine months ended
                                                         July 27,         July 29,          July 27,          July 29,
                                                           1996             1995             1996               1995
                                                     ---------------   --------------   --------------    ---------------
<S> <C>
         Net Income/(loss) per books                   $   (18,774)     $   311,308      $   572,031        $ 1,311,638
                                                        ==========       ==========       ==========         ==========


         Weighted average of common
              shares outstanding                        12,610,011       12,590,011       12,610,011         12,590,011

         Add:  Assumed conversion of
                   preferred stock                       3,732,320        3,732,320        3,732,320          3,732,320
                 Assumed exercise of stock
                   options                                  78,457          128,276           91,233            128,276
                                                        ----------       ----------       ----------         ----------


                 Number of shares                       16,420,788       16,450,607       16,433,564         16,450,607
                                                        ==========       ==========       ==========         ==========


         Fully diluted earnings
           per share                                   $       .00      $       .02      $       .03        $       .08
                                                        ==========       ==========       ==========         ==========
</TABLE>

                                       12



                                                                      Exhibit 20

                          BOWLES FLUIDICS CORPORATION
              6625 Dobbin Road, Columbia, Maryland 21045-4707 USA
              Phone: 410-381-0400               Fax: 410-381-2718



                                                         September 10, 1996



TO THE STOCKHOLDERS OF BOWLES FLUIDICS CORPORATION:


Net sales rose and net income decreased compared to last year's third quarter. A
larger volume of washer and defroster  nozzle  shipments more than made up for a
40% decrease of tooling sales to produce a 9% increase in net sales.

But charges  related to planned  transition of our  automotive  sales force from
independent  representatives  to BFC  employees and the increase in research and
development expenses committed to new products have contributed to a decrease in
net income.

A significant  part of this  development  effort is the AC outlet  program,  for
which prototype parts will be delivered to one automotive  customer this fall as
scheduled.

The QS-9000 pre-assessment has been completed and the audit for registration has
been scheduled for late September.

It is  expected  that the  present and  planned  production  capacity  should be
satisfactory to meet anticipated demands including additional market penetration
and new product deliveries.  Cash flow from operations and available cash should
provide the funds needed for future product development,  capital  expenditures,
and working capital requirements.

                                                     Sincerely,



                                                     Ronald Stouffer
                                                     President

RS:lto
Enclosure

                                       13
<PAGE>


BOWLES FLUIDICS CORPORATION                                           EXHIBIT 20
- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended                    Nine Months Ended
                                                            July 27, 1996    July 29, 1995       July 27, 1996    July 29, 1995
                                                            -------------    -------------       -------------    -------------
<S> <C>
Net Sales                                                    $4,101,894        $3,757,758         $13,339,251      $12,370,195
Cost of Sales                                                 2,905,128         2,548,980           8,839,888        7,998,362
Selling, General and Administrative Expenses                    987,879           578,291           2,819,659        1,854,611
Research and Development Costs                                  275,838           156,859             854,844          462,071
Interest Expense and Other (Income) and Expense, Net            (13,029)          (18,051)            (44,859)         (38,607)
                                                             ----------        ----------         -----------      -----------

Income/(Loss) before Taxes                                   $  (53,922)       $  493,679         $   869,719      $ 2,093,758

Provision for Taxes                                             (35,148)          182,371             297,688          782,120
                                                             ----------        ----------         -----------      -----------

Net Income/(Loss)                                            $  (18,774)       $  311,308         $   572,031      $ 1,311,638
                                                             ==========        ==========         ===========      ===========

Net Income per Share
    Primary                                                  $        -        $     0.02         $      0.04      $      0.10
    Fully Diluted                                            $        -        $     0.02         $      0.03      $      0.08

- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       Unaudited           Audited
                                                     July 27, 1996     October 28, 1995
<S> <C>
Assets
     Cash and Cash Equivalents                         $1,307,280         $  676,981
     Investments Available for Sale                       767,951            679,513
     Accounts Receivable                                2,102,342          2,761,394
     Inventories                                        1,664,664          1,899,346
     Other Current Assets                                 455,455            306,974
                                                       ----------         ----------

           Total Current Assets                         6,297,692          6,324,208

     Property, Plant and Equipment, Net                 3,180,976          2,821,804
     Other Assets                                         353,546            146,434
                                                       ----------         ----------

           Total Assets                                $9,832,214         $9,292,446
                                                       ==========         ==========

Liabilities and Stockholders' Equity
     Accounts Payable--Trade                           $  596,443         $  995,421
     Accrued Expenses and Other Liabilities               988,366            852,121
     Income Taxes Payable                                       -            111,441
     Current Portion of Long-Term Debt                          -             68,857
                                                       ----------         ----------

           Total Current Liabilities                    1,584,809          2,027,840

     Long-Term Debt                                             -            202,811
     Other Liabilities and Deferred Income Taxes        1,101,467            431,904
                                                       ----------         ----------

           Total Liabilities                            2,686,276          2,662,555
                                                       ----------         ----------

     8% Convertible Preferred Stock                       933,080            933,080
     Common Stock                                       1,261,001          1,261,001
     Additional Paid-in Capital                         2,726,583          2,726,583
     Retained Earnings                                  2,225,274          1,709,227
                                                       ----------         ----------

           Stockholders' Equity                         7,145,938          6,629,891
                                                       ----------         ----------

           Total Liabilities and Stockholders' Equity  $9,832,214         $9,292,446
                                                       ==========         ==========
</TABLE>


                                       14

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6.       (b)     Reports on Form 8-K

July 23, 1996

         Item 1.  It is with regret that we inform the stockholders of Bowles
                  Fluidics  Corporation of the death of William  Ewing,  Jr., on
                  Friday,  June 28,  1996.  As a result of the death of  William
                  Ewing,  Jr.,  control of the corporation has passed to William
                  Ewing III,  who, as Trustee of various  Ewing  family  trusts,
                  controls the votes of more than 50% of the outstanding shares.

         Item 5.  By  formal  action  of the  Board  at their  meeting  today
                  William  Ewing III, was  unanimously  elected  Chairman of the
                  Board to fill the vacancy left by his father's death.

                  In addition,  Julian  Lazrus,  the Vice Chairman of the Board,
                  resigned from the Board.

                                       15

<PAGE>

                                   FORM 10-Q

                          BOWLES FLUIDICS CORPORATION

     Pursuant to the  requirements  of the Securities  Exchange act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      BOWLES FLUIDICS CORPORATION





Date _______________                  By ________________________
                                           Ronald D. Stouffer
                                           President





Date _______________                  By ________________________
                                           David A. Quinn
                                           Vice President-Finance

                                       16





<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                             1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              OCT-26-1996
<PERIOD-END>                                   JUL-27-1996
<CASH>                                           1,307,280
<SECURITIES>                                       767,951
<RECEIVABLES>                                    2,102,342
<ALLOWANCES>                                             0
<INVENTORY>                                      1,664,664
<CURRENT-ASSETS>                                 6,297,692
<PP&E>                                           8,138,834
<DEPRECIATION>                                   4,957,858
<TOTAL-ASSETS>                                   9,832,214
<CURRENT-LIABILITIES>                            1,584,809
<BONDS>                                                  0
                                    0
                                        933,080
<COMMON>                                         1,261,001
<OTHER-SE>                                       4,951,857
<TOTAL-LIABILITY-AND-EQUITY>                     9,832,214
<SALES>                                          4,101,894
<TOTAL-REVENUES>                                 4,101,894
<CGS>                                            2,905,128
<TOTAL-COSTS>                                    4,168,845
<OTHER-EXPENSES>                                   (13,029)
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                    (53,922)
<INCOME-TAX>                                       (35,148)
<INCOME-CONTINUING>                                (18,744)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       (18,744)
<EPS-PRIMARY>                                            0
<EPS-DILUTED>                                            0
        


</TABLE>


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